NRW Holdings Limited (NRW) has provided an update in relation to its conditional off-market takeover offer for all the fully paid ordinary shares on issue in EPC business, Primero Group Limited (Primero).
NRW has thus far received acceptances under the offer accounting for 61.55 per cent of the Primero shares on issue. Notably, all of Primero’s directors have accepted the offer in respect of their own shareholdings and the Primero directors continue to recommend that the Primero shareholders accept the offer, in the absence of a superior proposal.
NRW’s Managing Director Jules Pemberton said the Board was pleased with the strong support already received for NRW’s takeover offer by Primero shareholders.
“The NRW Board looks forward to successfully completing the takeover offer so we can expand our service offering via NRW’s Minerals, Energy and Technologies division and the ability to offer clients continuity of services across the whole lifecycle of resource projects – from early planning, design, development, construction to operations and maintenance,” Mr Pemberton said.
Extension of the Offer Period
In order to provide the Primero shareholders that have not yet accepted the offer adequate time to do so, NRW intends to extend the closing date to 7.00 pm (Sydney time) on 12 February 2021 (unless further extended or withdrawn).
As a result of the extension, the date for giving notice on the status of the defeating conditions is now 4 February 2021 (unless it is further extended).
A formal notice under sections 650D and 630(2)(b) of the Corporations Act in connection with the extension of the offer period has been lodged with ASIC and provided to Primero and is in the process of being sent to Primero shareholders. A copy of this notice, together with a copy of the letter being sent to Primero shareholders, can be found in the announcement here.
Offer price now final
Under the offer, Primero shareholders will receive $0.275 cash; plus 0.106 NRW shares per Primero share.
NRW has confirmed that the offer price is final and will not be increased (in the absence of a superior proposal).
As at the date of announcement of the offer, the Primero shares were valued at $0.55 each [1]. Based on the closing share price of NRW on 12 January 2021, the offer valued the Primero shares at $0.59 each [2].
Offer enquiries
Primero shareholders that have any questions relating to the offer or how to accept it should contact the NRW Information Line on 1300 222 378 (within Australia) or +61 1300 222 378 (for international callers), or your professional financial adviser.
Primero shareholders are expected to shortly receive a letter confirming the above arrangements together with a new acceptance form and reply paid envelope for those Primero shareholders who are yet to accept the offer.
Note: Primero shareholders may also return their signed acceptance form by email to primerotakeover@linkmarketservices.com.au and post original documents in accordance with the instructions set out in the acceptance form.
[1] Based on the closing price of NRW shares on ASX on 27 November 2020 of $2.72 per share, the last trading day prior to the announcement of the Offer.
[2] The implied value of the Offer will change with fluctuations in the NRW share price.
*Above image credit: NRW Holdings Limited